Launch One Acquisition Corp. (LPAA) cancels Minovia merger and seeks new deal

Rhea-AI Filing Summary

Launch One Acquisition Corp. has terminated its planned merger with Minovia Therapeutics Ltd. and related parties. The companies signed a Termination and Release Agreement on January 30, 2026, which cancels the Business Combination Agreement and all ancillary agreements, leaving them with no further force or effect.

All parties released one another from liabilities and damages related to the transaction documents, any breaches, and the proposed business combination. Launch One and its sponsor currently intend to look for alternative ways to complete an initial business combination in the future.

Positive

• None.

Negative

• Termination of planned business combination: Launch One Acquisition Corp. and Minovia Therapeutics Ltd. mutually terminated their Business Combination Agreement and all ancillary agreements on January 30, 2026, ending the previously proposed de‑SPAC transaction and leaving the SPAC without a current merger partner.

Insights

SPAC and M&A analyst

Launch One’s merger with Minovia is canceled, leaving the SPAC seeking a new deal.

Launch One Acquisition Corp. and Minovia Therapeutics Ltd. have mutually terminated their Business Combination Agreement and all related ancillary agreements through a Termination and Release Agreement dated January 30, 2026. This ends the previously announced de‑SPAC transaction structure.

The agreement provides broad mutual releases from liabilities and damages tied to the transaction documents, breaches, and the proposed combination. That framing suggests a clean legal break, with no ongoing obligations between the parties regarding this failed deal, based on the disclosed terms.

The company and its sponsor state they intend to seek alternative ways to consummate an initial business combination. Future disclosures in company filings may specify any new target or revised transaction terms once identified and agreed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2026

LAUNCH ONE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42173		98-1781481
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

180 Grand Avenue, Suite 153 Oakland, CA		94612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 692-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		LPAAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		LPAA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		LPAAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement. 

As previously disclosed, Launch One Acquisition Corp. (the “Company”) entered into a Business Combination Agreement, dated as of June 25, 2025, as amended on August 12, 2025, September 4, 2025, September 26, 2025 and January 6, 2026 (collectively, the “BCA”) with (i) Launch One Sponsor LLC, a Delaware limited liability company, in the capacity as the SPAC Representative (as defined in the BCA) under the BCA (the “SPAC Representative”), (ii) Minovia Therapeutics Ltd., an Israeli company limited by shares (“Minovia”), (iii) Natalie Yivgi-Ohana, in the capacity as the Seller Representative (as defined in the BCA) under the BCA (the “Seller Representative”), (iv) Mito US One Ltd., an Israeli company limited by shares (“Pubco”), and (v) Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly-owned subsidiary of Pubco (“Company Merger Sub”).

As of January 30, 2026, the Company, the SPAC Representative, Minovia, the Seller Representative, Pubco and Company Merger Sub entered into a Termination and Release Agreement (“Termination and Release Agreement”) pursuant to which the parties mutually agreed to terminate the BCA in its entirety pursuant to Section 8.1(a) thereof.

Concurrently with the termination of the BCA, each of the Ancillary Agreements (as defined in the BCA) were automatically terminated. As a result, the BCA and Ancillary Agreements are of no further force and effect. In addition, each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder and the proposed transactions.

The foregoing summary of the Termination and Release Agreement is qualified in its entirety by the text of the Termination and Release Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

The Company and its sponsor currently intend to seek alternative ways to consummate an initial business combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Termination and Release Agreement, dated as of January 30, 2026, by and among the Company, the SPAC Representative, Minovia, the Seller Representative, Pubco and Company Merger Sub.
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LAUNCH ONE ACQUISITION CORP.
Dated: February 3, 2026
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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FAQ

What did Launch One Acquisition Corp. (LPAA) announce in this 8-K?

Launch One Acquisition Corp. disclosed that it terminated its Business Combination Agreement with Minovia Therapeutics Ltd. A Termination and Release Agreement dated January 30, 2026 cancels the merger and all ancillary agreements, with the parties releasing each other from liabilities related to the proposed transaction.

Which agreements did Launch One (LPAA) terminate with Minovia Therapeutics?

The company terminated the entire Business Combination Agreement and all related Ancillary Agreements. Under the Termination and Release Agreement dated January 30, 2026, these documents are stated to be of no further force and effect between Launch One, Minovia, their representatives, Pubco, and Company Merger Sub.

Are there any ongoing liabilities between Launch One (LPAA) and Minovia after this termination?

The parties agreed to mutual releases from liabilities and damages. Each party released the others from any and all liabilities and damages relating to the transaction documents, breaches under those documents, and the proposed business combination transactions described in the terminated agreements.

Does Launch One Acquisition Corp. (LPAA) plan to pursue another business combination?

Launch One and its sponsor state they intend to seek alternative ways to complete an initial business combination. While no new target is identified here, the company indicates it aims to pursue a different transaction in the future to satisfy its SPAC business purpose.

Who were the parties to Launch One’s terminated Business Combination Agreement?

The agreement involved Launch One, its SPAC Representative, Minovia, a Seller Representative, Pubco, and Company Merger Sub. These entities were originally aligned for the proposed business combination that has now been terminated and released under the January 30, 2026 Termination and Release Agreement.

Where can investors find the full Termination and Release Agreement for LPAA?

The full Termination and Release Agreement is filed as Exhibit 10.1. It is attached to this report and incorporated by reference, providing the complete contractual terms governing the termination of the Business Combination Agreement and related mutual releases among the parties.